RideNow Group, Inc NT 10-K, filed Mar 16, 2022
RideNow Group, Inc. (RDNW)
SEC FILE NUMBER 001-38248
CUSIP NUMBER 781386 305
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: December 31, 2021
☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐Transition Report on Form 10-Q
☐Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _____________________________________________________________________________________
| PART I -- REGISTRANT INFORMATION | |
| RUMBLEON, INC. | |
| Full Name of Registrant | |
|
Former Name if Applicable |
|
| 901 W. Walnut Hill Lane | |
| Address of Principal Executive Office (Street and Number) | |
| Irving, Texas 75038 | |
| City, State and Zip Code |
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
RumbleOn, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”). The Company is completing its first year 404 assessment of internal control over financial reporting. The Company currently anticipates it will disclose in the Form 10-K a material weakness relating to general controls over information technology. The Company does not expect this material weakness will impact the financial information to be reported in the earnings release the Company will issue this morning (the “Earnings Release”) or in the Form 10-K. Furthermore, the Company has performed additional analyses and other procedures to enable management to conclude that the financial information included in the Earnings Release and Form 10-K will fairly present, in all material respects, the Company’s financial condition and results of operations as of and for the quarterly period and year ended December 31, 2021, however the Company can provide no assurance that a change to the financial information will not be required in the Form 10-K or that the Company will not identify other material weaknesses as it finalizes its 404 assessment. The Company expects that the Form 10-K, along with the audited financial statements for the year ended December 31, 2021, will be filed within the 15-day extension period provided by Rule 12b-25.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
| Narinder Sahai, Chief Financial Officer | (214) | 771-9952 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s). Yes ☒ No ☐
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes ☒ No ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
For a comparison of the Company’s results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, please see the Earnings Release.
1
RUMBLEON, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 16, 2022 | By: | /s/ Marshall Chesrown | ||
| Marshall Chesrown, Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
2